To address the Navy"s need for a new high-resolution, high-dynamic-range color camera to characterize intelligence, surveillance, and reconnaissance (ISR)-quality imagery data by submarine imaging systems, Physical Optics Corporation (POC) proposes to develop a new High-Definition, High-Dynamic-range Color Camera (HD2C2). This proposed system is based on the novel design of high-resolution (>2 million pixels) color camera sensor with real-time pixel-wise closed-loop adaptive feedback controls via a high-speed reflective spatial-light-modulator (SLM). These innovations in the proposed system architecture will enable controlled, independent, and adaptive attenuation of each pixel in real time (60-Hz to 180-Hz frame rate) based on incident intensity without the need to reduce aperture or contrast ratio. As a result, the system will significantly improve the dynamic range to>120 dB with>2M pixels and 4:3 or 16:9 aspect ratio, which directly addresses Navy requirements. In Phase I, POC will demonstrate HD2C2 feasibility by designing and developing a proof-of-concept prototype that incorporates pixel control and evaluating its performance in a laboratory environment. In Phase II, POC plans to develop a design that meets submarine periscope environmental requirements, develop the prototype, integrate it with a periscope, and test its performance.